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"Clay Bidwell" is a young man in a small town who witnesses his friend, "Earl," kill himself because of the ongoing affair that Clay was having with the man's wife, "Amanda." Feeling guilty, "Clay" now resists the widow when she presses him to continue with their affair as if nothing has happened.

Clay's problems worsen when he inadvertently befriends a serial killer named Lester Long, who murders the nagging widow in an attempt to "help" his "fishing buddy." Clay is horrified, but does not go to the police for fear of his role in his friend's suicide coming to light, but that doesn't matter for the police, as well as for savvy female FBI agent "Dale Shelby" and her partner Reynard, who see Clay as their prime suspect. Yet Clay doesn't tell them of his "friend," who has confessed his crimes to him.

Vaughn has described his character, Lester, as "a guy who isn’t necessarily from the West — that’s just an image he’s created of himself. Whatever his reality is — being badly hurt by women or whatever — he’s made it over, taking bits and pieces of things he’s seen in movies. He sees his life as a strange Western movie, with himself as the hero. He thinks he’s a sane person in an insane world."[4]

Dobkin said of the characters, "I wanted everyone to be different than what they appear to be — the FBI agent who smokes pot, the small town sheriff who seems slow but is the one who figures [the murders] out in the end."[5]

"Golden Spike Motel"

One of the motels and hotels used was the "Golden Spike Motel" (which is no longer in business, but the building still exists in 2018, just over 21-years from when the takes were filmed there. The precise location of the motel, 30 West 100 South, US Highway 30 and 191 Brigham City, Utah, USA. Specifically, the scene with Janeane Garofalo as "Agent Dale Shelby" and Ryan Christopher Mouritsen as "Pizza Delivery Kid" in this motel room. During the film, just before the door is opened, you can see the "23" room number on the door. The motel had already been legally condemned or was fully out of business before filming began in 1997, but it worked out fine for the film as this was a cheap location to use. If you research this building today, you need to use the traditional address instead of the former name of the motel as rather little is listed about it on the internet.